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Enel Green Power Espana has successfully implemented a FAC-1 framework alliance contract with all contractors involved in the realisation of the Campillo Wind Cluster in Cueca, Spain.
The Campillo Wind Cluster consists of three wind farms between the towns of Campillo de Altobuey and Enguidanos in Cueca. These three facilities will provide about 660 gigawatt-hours per year. Enel Green Power Espana has an existing renewable capacity of over 7779 megawatts in Spain.
EUR 256m will be invested into the wind farm by Enel Green Power along with hiring 350 people.
Sirbu & Vornicu Law advised Enel Green Power Espana led by managing partner Roxana Vornicu. Roxana was appointed as Alliance Coach advising the client on the implementation of FAC-1, a collaborative contract used as integrator of bilateral appointments/contracts between the members of the project.
´This project was innovative and a great success, showing the potential of collaborative contractual approaches for any type of project and any type of team. What is special in this project was that team members were new to this contract and to collaborative agreements in general. Its benefits became visible from the very beginning of the project and were confirmed at the end since connection to grid took place ahead of time with significant financial savings as well. ´ - Roxana Vornicu
My role in the project was that of an Alliance Coach, an independent adviser guiding the client through the mechanism of FAC-1, the type of contract used for the project as well as through the specific contractual mechanism for joint decision making and risk management. I assisted the Alliance Manager and acted as a back-up/informed support in matters relating to the application of the umbrella contract/contractual integrator.
The Enel in house team did an amazing job throughout the project and the advice needed from us was specific in terms of collaborative construction companies.
The main challenge was the initial phase of introducing the client to these new forms of contracts and ways of working. However, Enel proved to be a visionary client adopting intelligent strategies as a client and this helped us put in practice the benefits of using a contract like FAC-1.
This is of course dependant on a client´s commercial strategies in Europe and outside of Europe but the fact that an alliance approach was used for such a big investment shows Enel´s commitment to innovative legal advice and contractual practices and their intention to truly lead and inspire towards the future.
All of Enel´s results and commitments in this project went beyond just the built asset. Health and Safety was another major objective agreed and binding for all members of the team and all the contractors. It is very fulfilling for us as lawyers when our clients achieve great things and add improved value through their work.
I believe its biggest success is Enel´s commitment to continue using collaborative agreements and alliances for their future projects. Whether we are ready to embrace it or not, the construction industry is changing and needs to change if we want to increase productivity and recover after Covid and the recent armed conflicts in the world. When you combine these challenges with the net zero challenge and all the climate change commitments as well as the digitalisation of the industry and increased use of BIM, it becomes clear that we need new types of contracts and approaches, contracts that help us integrate teams and roles rather than focus on transferring the risk down the supply chain. We were therefore happy to contribute to this project and pleased to see that collaborative construction contracts are becoming mainstream in various industries and jurisdictions.
Celeste is a French Telecom operator which specialises in high-speed offers for businesses. Magic Group is recognised as one of the leading players in the field of hosting and internet access for French companies.
With this sale, Celeste will continue their external growth through the acquisition of Magic Group.
Celeste was given legal counsel by independent law firm, Meziou & Elleuch advising on the aspect of Tunisian Law. Members of the team included, Ahmed Meziou, Farah Elleuch and Malek Jaffeli.
As one of the world’s largest and influential companies, Google has built up a record of legal action against them for using their influence and monopoly in the tech industry to remain on the top of the ladder.
Google have been facing multiple lawsuits against them through 2023 and 2024 in which they have denied all claims against them.
Google have been accused of abusing its dominance in the online advertising market and paying large sums to suppress competition.
In 2023 the US government argued that Google was using business dealing to block innovation in the search business. Google CEO, Sundar Pichai defended the business in trial October 2023.
In 2024 came the second major antitrust case which brought up concerns surrounding advertising strategies.
The 2023 trial is still awaiting a verdict. The 2024 case is set to go to trial in September with Judge Amit Mehta making the call.
The lawsuit is seeking damaged of $16.9 bn on behalf of publishers of websites and apps in the UK who claim they have suffered losses due to Google’s anticompetitive behaviour.
The punishment could be, fines, orders to adjust business practices or even a total ban on contracts which make Google the default search engine.
If Google are found to have committed these allegations then other cases against other large tech companies such as, Amazon and Apple may also be brought up to trial.
In 2020 a class action against google began when it was found that those using private browsing were having their data collected. User’s alleged that Google’s Alphabet unit was improperly tracking people who set their browser to ‘incognito.’
Google is currently in the process of their disclosures about what it collects in private browsing as well as providing the option for users to block third party cookies for 5 years.
Lindsay Corporation has acquired a minority stake of 49.95% in Austrian measurement technology specialist Pessl Instruments. This deal leaves the option open to acquire the remaining share at a later date and was an investment built from an existing strategic partnership. Swiss Financial investor, Mountain Cleantech CO-invest as well as another minority shareholder sold to Lindsay Corporation.
Pessl systems are used in agriculture as well as an online platform, FliedClimate which can be used in all climate zones. The application can range to research, hydrology and meteorology to flood warnings.
The company’s headquarters are in Austris with subsidiaries in 17 other countries.
Grant Thornton provided legal counsel to Lindsay Corporation.
We were pleased to provide Lindsay Corporation with Tax Due Diligence services from an Austrian perspective for their acquisition of the target. Additionally, we offered various transactional tax and structuring advice. We greatly appreciated the opportunity to collaborate with Lindsay very much and congratulate them on successfully closing the deal!
The main goal of our services in this project, was to scrutinize the target from a tax perspective, thus safeguarding that no material and potentially negative tax issues are overlooked by the acquirer.
From an Austrian perspective the Tax Due Diligence and the additional service were provided by my team comprising Elisabeth Ludwig, Jakob Schmid and myself. In addition, our colleagues from Grant Thornton US supported the client with various additional services, such as financial etc., and maintained regular communication with us regarding various transactional topics related to the target.
Entering a target as a minority shareholder initially, with the possibility of increasing the participation later, can be strategically advantageous for several reasons. This approach might be an enabler for the transaction on the merits and could also have positive effects on the further development of the target. Additionally, the presence of former shareholders who are still on the board, may help to ensure a smooth transition.
The main goal of our services in this project, was to scrutinize the target from a tax perspective, thus safeguarding that no material and potentially negative tax issues are overlooked by the acquirer. To achieve this, Grant Thornton Austria meticulously planned applied a very well-thought-through approach for Tax Due Diligence projects, starting with general initial requests to get an overview about the target and then gradually tracing down specific material topics.
Based on our process for Tax Due Diligence projects, we typically initiate a kick-off call with the target entity in order to facilitate mutual acquaintance and ensure alignment between the involved parties. In a next step, initial request lists are provided to the client and made available to Grant Thornton via data rooms. Based on a review of the initial information, we identify specific “pressure areas”, which are then further scrutinized and discussed with the client as well as tax experts and the target’s management.
Cirsa Finance International is a subsidiary of the multinational gaming company of Cirsa Enterprises has issued senior secured bonds for $707.7m operation. This was carried out in 2 separate tranches first in senior guaranteed bonds for $489.92m and senior floating rates notes for $217.7m.
Cirsa is owned by Blackstone and operate and manufactures slot machines present in Spain, Italy, Panama, Colombia, Mexico, Costa Rica and Peru.
Tapia Linares y Alfaro (Talial) acted as legal counsel to Deutsche Bank stock exchange throughout the process. The team included Fernando A. Linare and Ronie Moreno.
They reviewed the licenses and permits of the Panamanian subsidiary guarantor and the transaction documents as well as drafted a share pledge agreement. They then issued the corresponding legal opinions which covered the capacity of the Panamanian subsidiary guarantor in order to execute and deliver the document of Panama law relating to the Offering.
A&O Shearman have announced the completion of their successful merger integrating to become a global leading firm. The firm consists of almost 4000 lawyers, 800 partners with 47 offices in 29 countries operating across every industry sector and market.
Their combined revenue comes to around $3.15bn.
Iberian Law reports that A&O Shearman are already advising over a third of New York Stock Exchange-listed businesses and a 5th of the NASDAQ on top of many of the world’s leading organisations.
A&O Shearman are now the only firm equally fluent in US Law, English law and laws of the most dynamic markets.
Allen & Overy found that over 99% of the votes casted at each firm were in favour of the merger.
Around the world demonstrations are taking place in solidarity with Palestinians in Gaza specifically in University campuses.
In Australia 7 universities have held protests including Sydney and Queensland. Universities in the UK such as Newcastle, Leeds, Bristol and other have held sit in. Universities around the world are taking after one another in India, Lebanon, France and others.
These protests consist of sit ins and many pitching tents on their campuses and refusing to relocate.
The students fight for their universities to cut off any partnerships they have with companies with ties to Israel. Many universities conduct business with companies like military manufacturers who supply weapons to Israel.
‘Around 100 US colleges have reported gifts or contracts from Israel totalling $375m (£300m) over the past two decades, according to the Education Department database.’
The threatened attack on Rafah, were many are located trying to flee the conflict whilst on the brink of starvation and cruelty has spurred these demonstrations further.
Their demands of several protests also include advocating for a ceasefire in Gaza.
In the US over 2000 people have been arrested at campuses causing debates over their rights to protest, free speech as well as accusations of antisemitism.
During the Colombia University protest a policeman fired his gun in the hall whilst clearing the demonstration with no casualties. This was said to be an accident and is under review.
In France, the demonstration at the University of Sorbonne was cleared by the police as well as CNN reporting video footage of officers dragging two students out of tents and along the ground. Others continued the protest inside the university and the reaction was the campus closing.
In Canada the Quebec Court rejected an injunction request that would have forced the protestors to vacate the premises allowing the demonstrations to continue. Protest have also been carried out in Toronto, Vancouver and others. According to CBC news.
Several Jewish students have expressed their counter protests saying the feel they are directing antisemitism making them feel unsafe at their universities.
The Union of Jewish Students issued a statement which explains their feelings towards the recent demonstrations labelling them as “the continuous torrent of antisemitic hatred on campus.” This groups represents 9000 Jewish Students in the UK and Ireland stated that,
“While students have a right to protest, these encampments create a hostile and toxic atmosphere on campus for Jewish students.”
What do you think of the recent protests in support of Gaza?
Alfamation is a world leader in the field of engineering functional test systems. They base their products off of specific customer requirements offering a wide range, from individual test system modules to complete automation turnkey test systems.
Alfamation has now been acquired by Intest. Intest is a US publicly traded company that is a global supplier of innovation test and process technology solutions. They test in key markets including, automative/EV, defence/aerospace industrial, life sciences and security as well as semiconductor manufacturing.
Masotti Cassella provided legal counsel including due diligence to SPA to closing for Intest during this acquisition deal. The lead partner was Mascia Cassella and their team specialising in Antitrust and tax matters. The team will continue with ongoing support for Intest to assist the target company in general legal matter from closing.
KPS Capital Partners, LP has successfully acquired Sport Group, a leading manufacturer of artificial turf systems and synthetic floor coverings for the sports and leisure industry. The acquisition involved purchasing all shares previously held by Equistone Partners Europe and other shareholders.
Sport Group, founded in 1969, generates an annual turnover exceeding 500 million Euros and operates globally with 19 subsidiaries and over 1,900 employees. The company has production facilities in Europe, North America and the Asia-Pacific region.
NEUWERK, in collaboration with Kirkland & Ellis London, provided legal counsel to KPS and was responsible for all German law aspects of the deal. The financial terms of the transaction remain confidential pending regulatory approval.
Latham & Watkins advised Equistone Partners Europe as they exited from their stake in Sport Group.
"Here at NEUWERK, expertise meets innovation - across disciplines."
Throughout this project, my team at NEUWERK played a crucial role in facilitating a smooth transition for KPS Capital Partners. As the IP/IT partner, I collaborated closely with Kirsten Seeger, our Corporate/M&A partner, and the Kirkland & Ellis team in London. Our multidisciplinary team, comprising experts in various legal fields, worked diligently to address challenges and ensure a seamless acquisition for our client.
Initially, Kirsten and I devised a strategy focusing on our particular expertise in IP/IT and data protection. However, it soon became clear that our client required broader legal support. Leveraging NEUWERK's cross-disciplinary setup, we swiftly expanded our scope to cover various aspects of German law. This adaptability underscores NEUWERK's strength in addressing evolving client demands across diverse legal domains—a capability we take great pride in.
On this particular deal, our NEUWERK teams provided advice on corporate law, employment law, real estate law, corporate finance, commercial contract law, litigation, intellectual property law, information technology law, data protection, environmental law, and compliance. Neglecting any of these areas could have resulted in regulatory hurdles, contractual or compliance issues, which could have potentially jeopardized the deal's viability.
Working with a leading firm like Kirkland & Ellis on complex M&A transactions is both a privilege and a testament to our specialized expertise. M&A deals are intricate by nature, requiring not only sharp legal skills but also the capacity for swift, decisive action. The key to our partnership lies in our commitment to being more than just problem identifiers: we strive to be solution providers.
Over the past 15 years, I've provided transaction support in more than 100 deals – that level of expertise is shared by my partners here at NEUWERK. Our experience allows us to integrate our services seamlessly, align closely with the lead law firm, and provide clear, comprehensive solutions. Our collaboration is based on mutual respect and a focused, goal-oriented approach – we believe that's absolutely essential for the completion of any M&A deal.
Here at NEUWERK, we are embracing technological advancements that are reshaping our industry. A prime example is NEUWERK.AI, an innovative online course we've developed for legal professionals who want to deepen their understanding of artificial intelligence. This initiative is part of our broader effort to meet the growing client demand for expert counsel in AI-related matters, an area where we are actively leading and shaping the conversation.
In the past year, we've welcomed two new partners, strengthening our firm’s expertise and leadership. Since our establishment eight years ago with an initial team of five lawyers, NEUWERK has grown to 32 today, with over 50% women, reflecting our commitment to diversity and excellence. These efforts are key to our strategy for staying at the cutting edge of legal services.
A provider of connectivity and complementary marketing services has completed a management buyout supported by YFM Equity Partners.
Smart Numbers is a communications specialist providing small businesses with a mix of virtual telephone numbers, call management, website design, digital marketing, broadband, VoIP and office telephone systems.
This will support Smart Numbers in their growth and expansion aims using YFM’s business insight and investment.
Taylor Rose MW provided the legal advice for Smart Numbers.
“Taylor Rose MW were pleased to support the sellers in the noted MBO transaction and to see it through to completion with them. The transaction was not without its challenges and a few unexpected issues arose during the due diligence process, but given our experience as a team we were able to help our clients navigate and resolve these and ultimately enable them to reach a position all were happy with. We wish the new management team every success moving forwards with their growth and expansion plans and are excited to see what happens next on the Smart Numbers business journey.”
